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Date
Rule
801.4
Staff
Michael Verne
Response/Comments
Advised that both the principal and secondary acquisitions would be reportable if the jurisdiction threshold was satisfied for each.

Question

From: (redacted)
To: mike verne'<mverne@ftc.gov>
Date: 12/12/01 6:17PM
Subject: Question

Good morning, Mike. I hope that you are well. I have a straight forward question.

Company A will acquire, through merger, 100% of the voting securities of Company B. Company B's only asset is a minority voting security interest in Company C. All jurisdictional tests are satisfied. Does this transaction require one filing (i.e., the acquisition by Company A of voting securities of Company C) or two (Company A's acquisition of Company C voting securities and Company A's acquisition of 100% of Company B's voting securities)?

Thank you.

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Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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